Oregon law · Oregon Planned Community Act

ORS § 94.640

Association board of directors; powers and duties; removal of director

Covered in 1 owner guide

What this section does for you

Lets owners remove a director with or without cause by majority vote at a quorum meeting, but guarantees the director a hearing first and requires the removal to be a separately noticed, separately voted agenda item (condo parallel: § 100.417(9)).
Owner guide: Elections & meetings in Oregon

The statutory text

Verbatim from the public record. The law itself is a government work — always confirm the current version on the official source before you rely on it.

(1) The board of directors of an association may act on behalf of the association except as limited by the declaration and the bylaws. In the performance of their duties, officers and members of the board of directors are governed by this section and the applicable provisions of ORS 65.357, 65.361, 65.367, 65.369 and 65.377, whether or not the association is incorporated under ORS chapter 65. (2) Subject to subsection (7) of this section, unless otherwise provided in the bylaws, the board of directors may fill vacancies in its membership for the unexpired portion of any term. (3) At least annually, the board of directors of an association shall review the insurance coverage of the association. (4) The board of directors of the association annually shall cause to be filed the necessary income tax returns for the association. (5) The board of directors of the association may record a statement of association information as provided in ORS 205.225. (6)(a) Unless otherwise provided in the declaration or bylaws, at a meeting of the owners at which a quorum is present, the owners may remove a director from the board of directors, other than directors appointed by the declarant or individuals who are ex officio directors, with or without cause, by a majority vote of owners who are present and entitled to vote. (b) Notwithstanding contrary provisions in the declaration or bylaws: (A) Before a vote to remove a director, owners must give the director whose removal has been proposed an opportunity to be heard at the meeting. (B) The owners must vote on the removal of each director whose removal is proposed as a separate question. (C) Removal of a director by owners is effective only if the matter of removal was an item on the agenda and was stated in the notice of the meeting if notice is required under ORS 94.650. (c) A director who is removed by the owners remains a director until a successor is elected by the owners or the vacancy is filled as provided in subsection (7) of this section. (7) Unless the declaration or bylaws specifically prescribe a different procedure for filling a vacancy created by the removal of a director by owners, the owners shall fill a vacancy created by the removal of a director by the owners at a meeting of owners. The notice of the meeting must state that filling a vacancy is an item on the agenda. (8) The board of directors, in the name of the association, shall maintain a current mailing address of the association. (9) The board of directors shall cause the information required to enable the association to comply with ORS 94.670 (8) to be maintained and kept current. [1981 c.782 §38; 1983 c.206 §4; 1999 c.677 §15; 2001 c.756 §15; 2003 c.569 §12; 2009 c.641 §8; 2011 c.532 §3; 2021 c.40 §1]